Plaintiff: Joseph V. Cavanagh, Jr., Esq.
Defendant: Rajaram Suryanarayan, Esq. Robert D. Wieck, Esq.
the Court are Defendant F.A.F., Inc.'s (F.A.F.)
post-trial motions: a motion for a new trial pursuant to
Super. R. Civ. P. 59(a); and, in the alternative, a motion to
alter or amend the judgment pursuant to Super. R. Civ. P.
59(e) (collectively, the post-trial motions). Management
Capital, L.L.C. (Management) objects to both motions. The
Court exercises jurisdiction pursuant to G.L. 1956
§§ 8-2-13 and 8-2-14.
post-trial motions arise out of a decision that this Court
rendered on January 17, 2017. See Mgmt. Capital, L.L.C.
v. F.A.F., Inc., No. PB-2008-2364, 2017 WL 265064 (R.I.
Super. Jan. 17, 2017) (Silverstein, J.). On January 17, 2017,
this Court, sitting without a jury, decided three issues that
were presented at trial: (1) whether Management established
by clear and convincing evidence that there was a mutual
mistake between the parties necessary to warrant contract
reformation; (2) whether the term "funded debt"-as
used in the common stock warrant made between the parties
(the Warrant)-meant "all debt" or "long-term
debt"; and (3) whether F.A.F. anticipatorily repudiated
the Warrant, which granted Management certain put and call
rights. The Court found in Management's favor
on all three of those issues. Specifically, the Court
reformed the Warrant to reflect what the evidence established
as the true intent of the parties, held that the term
"funded debt" meant "long-term debt, "
and concluded that F.A.F.- through a series of statements and
actions that amounted to a positive and unconditional refusal
to perform-anticipatorily repudiated the Warrant.
Id. at *6, 7, 12. After concluding that
"Management  proved its damages with reasonable
certainty, " the Court found that Management was
entitled to damages in the amount of $1, 234, 055, plus
prejudgment interest. Id. at *13, 14.
after the Court rendered the aforementioned decision,
Management moved to enter an order purporting to accurately
reflect the Court's findings of fact and rulings of law
in this case; however, F.A.F. strenuously objected to the
form of the order. After accepting memoranda and hearing from
both parties on that matter, this Court again found in
Management's favor and entered an order and judgment on
March 22, 2017 awarding Management $1, 234, 055, plus
prejudgment interest and costs. The Court's entry of the
order and judgment prompted the post-trial motions presently
before the Court.
March 31, 2017, F.A.F. timely filed the post-trial motions,
which were accompanied by a memorandum over sixty pages in
length. Management filed an objection as well as its own
memorandum, after which F.A.F. filed a reply memorandum. On
April 24, 2017, the Court heard from both parties. After
considering the arguments set forth both on paper and in
person, the Court now decides F.A.F.'s post-trial
to Super. R. Civ. P. 59(a), "[a] new trial may be
granted to all or any of the parties and on all or part of
the issues for error of law occurring at the trial or for any
of the reasons for which new trials have heretofore been
granted in the courts of this state." Moreover,
"[o]n a motion for a new trial in an action tried
without a jury, the court may open the judgment if one has
been entered, take additional testimony, amend findings of
fact and conclusions of law or make new findings and
conclusions, and direct the entry of a new judgment."
Id. Interpreting Rule 59(a) of our Rules of Civil
Procedure, the Rhode Island Supreme Court has consistently
held that: "a trial justice sitting without a jury may
grant a new trial only
'(1) if there is an error in the judgment that is
manifest on the face of the record without further
examination of matters of fact or evidence;
or (2) if the trial justice is satisfied that newly
discovered evidence has come forward which was not available
at the first trial and is of sufficient importance to warrant
a new trial.'" Manchester v. Pereira, 926
A.2d 1005, 1015 (R.I. 2007) (quoting Tillson v.
Feingold, 490 A.2d 64, 66 (R.I. 1985)) (emphasis added).
another way, Super. R. Civ. P. 59(a) motions brought after a
nonjury trial may only be granted if the trial court finds
that it committed a manifest error of law based "on the
face of the record" or upon ...